Contract - 09-20-2016 - 8190 - Amendment to Professional Services Agreement with Cowlitz Indian Tribe.AS -8190 Motion Items 5. BOCC Agenda Meeting Date: 09/20/2016 Amendment to Professional Services Agreement with Cowlitz Indian Tribe Submitted For: Chris DesRosier, Health /Human Services Submitted By: Marie Dang, Health /Human Services Department: Health /Human Services Information Subject and Summary Statement The purpose of this Amendment No. CIT -CYP 14 -16 (1) with Cowlitz Indian Tribe is to update contract language, extend the contract period and increase funds for the next biennium. This contract continues to provide funding for culturally- appropriate elements and activities as part of he Healing of the Canoe (HOC) Program for youth ages 14 -19 in Cowlitz County. The County compensation pal. Agreement Allocation Change Initial ; $ 284,144.30 Agreement Amendment 1 ` [ increase 813.50 Prior BoCC approval July 21, Will Staff Attend Y / N Staff will attend upon request. to the Contractor shall not exceed amount indicated in the table below: Contract Time Period Total 2841144.30 January 1, I.June 30, 2016 6461957.80 ! July 1, 2016 - June 30, 2018 Department Recommendation The Human Services Department recommends that the Cowlitz County Board of Commissioners move to approve and execute Contract No. CIT -CYP 14 -16 (1) with Cowlitz Indian Tribe. Expenditure Required $: 646,957.80 Budget Sufficient Y -N: Y Amendment Required Y -N: N Source of Funds - Fund /Dept.: 14102/270100 Grant Y -N: CIT -CYP 14 -16 (1) CIT -CYP 14 -16 1 Inbox Reviewed By Carole Harrison Carole Harrison Dana Gigler Dana Gigler Clerk of the Board Traci Jackson Form Started By: Marie Dang Final Approval Date: 08/19/2016 Fiscal Impact Attachments Form Review Date 08/18/2016 01:16 PM 08/18/2016 03:09 PM 08/19/2016 08:18 AM Started On: 08/12/2016 07:57 AM Z COGS PROFESSIONAL SERVICES AGREEMENT a - Contract Number: CIT -CYP 14 -16 gSH114 G p Amendment Number: 1 THIS AMENDMENT is entered into between COWLITZ COUNTY, a political subdivision of the State of Washington, (hereinafter called "County' or "Cowlitz County') and Name: Cowlitz Indian Tribe Address PO Box 2547 Longview, WA 98632 Phone: (360) hereinafter called "Contractor "). This Modification amends the original Agreement only as set forth expressly below. ALL OTHER TERMS AND CONDITIONS of the original contract and any subsequent amendments remain in full force and effect: Attachment A — Scope of Work Attachment B — Compensation Attachment C — General Conditions Attachment D — Special Terms and Conditions Attachment E — Data Security Requirements Attachment F — HIPAA and Confidentiality Addendum Extend Contracted Agreement from June 30, 2016 to June 30, 2018. copies of which are attached hereto and incorporated herein by this reference as if fully set fort h. The term of this Agreement shall commence on the 1st day of January, 2015 and shall, unless terminated as provided elsewhere in the Agreement, terminate on the 30th day of June, 2016. i IN WITNESS WHEREOF, the parties have executed this Agreement on this day of CO TRACTOR: [2014_ver.3] Cowlitz Indian Tribe COWLITZ COUNTY. Board of Commissioners S' nature Michael A. Karnofski, Chair Approval subject to Board ratification or authorization) Print ame &title « ), Date: / t' Coo f Optional for Com issioner Approval) ATTEST: CONTRAC HAS BEEN APPROVED AS TO FORM BY COWLITZ COUNTY TTfan streiU Clerk of the Board PROSECUTING ATTORNEY Date: q .2-0 . - 10 PROFESSIONAL SERVICES AGREEMENT SCOPE OF WORK ATTACHMENT A The contractor agrees to complete the professional services work for Cowlitz County, as described below: 1. Objective: Provide culturally- appropriate elements and activities as part of the Healing of the Canoe (HOC) Program for youth ages 14 -18 in Cowlitz County. a. Activity 1: Train new facilitators The training for HOC takes place over two eight -hour days. Anticipated deliverables i. Two -day training to be held in February 2015 ii. Estimated 4 trainers whom are participating in the 3`d Phase of the project. iii. Participate in weekly technical support calls Tuesdays at 11 am iv. Attend Follow -up trainings and meetings as necessary b. Activity 2: Developing the HOC intervention: an Iterative Process i. Navigate the community ii. Engage Cowlitz Tribal Elders iii. Set up a volunteer Cowlitz Advisory Board to help adapt the HOC program for Cowlitz Tribe. Meet with advisory board quarterly or 2 times per year. iv. Presentation to Stakeholders /Parents regarding the HOC program for referrals v. Generate a Community Newsletter to inform stakeholders regarding the progress of the program development and continue once sessions begin. vi. Focus on sustainability c. Activity 3: Preparation for Implementation of Curriculum: i. Variations based on weekend sessions (2 -3 days) which will take 4 to 5 weekends to complete; or weekly sessions (12 to 22 weeks). ii. Full time facilitator, part -time teacher, aids when applicable for the sessions and various presenters for each session. iii. Estimated 6 -8 youth in each session. iv. Evaluation of each session which will include community, agency or program, and individual participant levels (utilize the HOC Training Manual). v. Outcomes: vi. The Healing of the Canoe curriculum is focused on dissemination of the life skills curriculum that was developed by each tribal community to promote a sense of cultural belonging and prevent substance abuse among tribal youth and non - tribal youth by increasing healthy behaviors. The Tribe estimates 44 180 youth between 44-4 -8 9 -17 years old will participate. 1. Youth participants will have increased Self- Esteem /Self- Efficacy and belief in the future 2. Youth participants will participate in goal setting and attainment activities 3. Youth participants will learn conflict resolution and problem solving skills 4. Youth will develop greater sense of community and support 5. Youth will report improvement of personal wellbeing 6. Increase in communication skills and expressing emotions 7. Youth will gain accurate risk perception regarding substance use 8. Increased skills for youth to refuse alcohol and drug use 9. Spiritual fulfillment CIT -CYP 14 -16 (1) 2 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A vii. Feedback summary following the completion of each session presented in the newsletter and presentation for stakeholders and other community members and Cowlitz Health Board. J..Si iC T-fG4+X si -tG3' nCY!?YLYTT i3 CC-`fl'1 B' 3. Reporting: The contractor will submit reports no later than the dates outlined in the following reportinq schedule. Type of Report Time Period Due Date Invoice /Expense Report Monthly 20th of month following month of expense Program Report Jan -Mar 2015 April 30, 2015 Program Report Apr -June 2015 July 31, 2015 Program Report July-Sept 2015 October 31, 2015 Program Report Oct -Dec 2015 January 31, 2016 Program Report Jan -Mar 2016 April 31, 2016 Program Report Apr -June 2016 July 31, 2016 Proq_rarn Report July -Sept 2016 October 31, 2016 Program Report Oct -Dec 2016 January 31, 2017 Program Report Jan -Mar 2017 April 31. 2017 Program Report Apr -June 2017 July 31. 2017 Program Report July -Sept 2017 October3.1,..2 0 17 Program Report Oct -Dec 2017 January 31, 2018 Program Report Jan -Mar 2018 Aril 31. 2018 Program Report Afar -June 2018 July 31, 2018 4. Additional Reguirements: The contractor will maintain and make available, if requested. documentation demonstrating accomplishments of the contract. Such documentation may include, but is not lirnited to, the followings: - a. Services provided b. Number of hours of service c. Data Collection d. Ca lefied evaluation taals e. Backup reports /data for invoicincl. 5. Site Visits: The contractor will coordinate visits with Pra'ect Mana er far contract compliance, organizational due diligence, proqram evaluation, technical assistance, and Continuous Quality Improvement CIT -CYP 14 -16 (1) 3 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B COMPENSATION As consideration for services, as described in the Scope of Work section of this Agreement, the County agrees to pay the Contractor based on the specific conditions below, a sum not to exceed the budget outlined below: a-r44ts- A rev:rnen Allocation Change Contract Total Time Period Initial A reernent 284.144.30 3284,144.30 Januar 1, 2015 —June 30 2016 Amendment 1 Increase $362.813.50 3646.957.80 July 1. 2016 June 30. 2018 1. Specific Payment Conditions a. Travel expenses: i. The Contractor shall make every effort to minimize the cost of individuals training b seekigc oLrt scholarships and stipends, shared transportation and house when applicable to help reduce costs. Any additional costs will be the sole responsibilitv of the Contractor. ii. The Contractor shall inform individuals of allowable travel and training expenses. iii. The Contractor shall stag within the following guidelines for reimbursement requires: iv. Meals: shall be reimbursed based on actual expenses not to exceed the current Washinqton State Per Diem rates. v. Mileage: shall be reimbursed at rates not to exceed the allowable current State of Washington's Office of Financial Management Standard Mileage Rate (see http: / /www.ofm,wa..gov /policy /10.90a.pdf). vi. Other Transportation and Accommodations: shall be reimbursed based on actual ex aenses. vii. After training has been completed, the Contractor shall invoice the County for actual costs incurred. viii. The Contractor shall submit original itemized receipts travel itineraries, conference re istration includinc I a enda oertaininq to all requested reimbursements. 2. Billing and Payment for the Scope of Work a. Invoice System The Contractor shall submit invoices using the County's form, or such other form as approved by the County. Consideration for services shall be payable upon receipt of properly completed invoices which shall be submitted to the County, by the Contractor, not more often than monthly. b. County Obligation for Payment i. The County agrees to make payment, as approved by the Auditor of Cowlitz County, with County warrants on a calendar day specified by the County, contingent on the availability of funds, following receipt of the Contractor's complete and accurate request for payment. ii. The County shall not be obligated to reimburse the Contractor for any services or activities, performed prior to the effective date of this Contract. 1. Billing for Allowable Costs and Documented Costs The Contractor shall ensure all expenditures for services and activities under this Contract are: Expended for allowable costs, which are in accordance with the Fiscal /Program Requirements. CIT -CYP 14 -16 (1) 4 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B 2, g v grovr —crre nnrinrl •nr rinac r+n nn t hr d e-ii-t- f}i- - -2:i-t The Contractor may submit, in writing to the County Project Manager, a request to adiust the budget at any time during the contract' . Requests rng a. Roll unspent funds from year to year b. Chan. e individual line budgets. c. Not change the total contract award. The County will respond to al( requests in writing with the determination. BUDGET Allowable Costs Year 1 Year 2 Year 3 Year 4 TOTAL Personnel 78,142.00 78,142.00 81,425 81,425 319,134.00 Taxes and Fringe Benefits 34,538.50 34,538.50 35,151.50 35,151.50 139,380.00 Travel 450.50 450.50 1,248.50 1,248.50 31398.00 Supplies 750.00 750.00 81000 81000 179500.00 Other Costs 91660.00 91660.00 315920 31,920 83,160.00 Indirect Costs 181531.15 18,531.15 2.3,661.75 23,661.75 84,385.80 TOTAL 1421072.15 1421072.15 181,406°75 181,406.75 6461957.80 3. Timely Payment by the County Payment shall be made in accordance with the County designated pay periods. Payment shall be sent to the address designed by the Contractor on page one (1) of this Contract. The County may, at its sole discretion, withhold payment claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. 4. Non - Compliance a. Failure to Maintain Reporting Requirements In the event the Contractor fails to maintain its reporting obligations under this Contract, the County reserves the right to withhold reimbursements to the Contractor until the obligations are met. b. Recovery of Costs Claimed in Error If the Contractor claims and the County reimburses for expenditures under this Contract which the County later finds were (1) claimed in error or (2) not allowable costs under the terms of the Contract, the County shall recover those costs and the Contractor shall fully cooperate with the recovery. 5. Advanced Payment and Billing Limitations a. Advance Payment The County shall not make any payments in advance or in anticipation of the delivery of services to be provided pursuant to this Contract. b. Authorized Services The County shall pay the Contractor only for authorized services provided in accordance with this Contract. If this Contract is terminated for any reason, the CIT -CYP 14 -16 (1) 5 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B County shall pay only for services authorized and provided through the date of termination c. Multiple Payments for the Same Claim /Duplication i. The Contractor shall not bill the County for services performed under this Contract, and the County shall not pay the Contractor, if the Contractor has charged or will charge the State of Washington or any other party under any other contract or agreement for the same services. CIT -CYP 14 -16 (1) 6 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C GENERAL CONDITIONS 1. Scope of Contractor's Services. The Contractor agrees to provide to the County services and any materials set forth in the project narrative identified as Attachment A during the agreement period. No material, labor, or facilities will be furnished by the County, except as provided for herein. 2. Accounting and Payment for Contractor Services. Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment B. Unless specifically stated in Attachment B, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. 3. Delegation and Subcontracting. Contractor's services are deemed personal and no portion of this contract may be delegated or subcontracted to any other individual, firm or entity without the express and prior written approval of the County Project Manager. 4. Independent Contractor. The Contractor's services shall be furnished by the Contractor as an independent contractor and nothing herein contained shall be construed to create a relationship of employer /employee or master /servant. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment B and the Contractor is not entitled to any county benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental or other insurance benefits, or any other rights or privileges afforded to Cowlitz County employees. The Contractor represents that it maintains a separate place of business, serves clients other than the County, will report all income and expense accrued under this contract with the Internal Revenue Service on a business tax schedule, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. In the event that either the state or federal government determines that an employer /employee or master /servant relationship exists rather than an independent contractor relationship such that Cowlitz County is deemed responsible for federal withholding, social security contributions, workers compensation and the like, the Contractor agrees to reimburse Cowlitz County for any payments made or required to be made by Cowlitz County. Should any payments be due to the Contractor pursuant to this Agreement, the Contractor agrees that reimbursement may be made by deducting from such future payments a pro rata share of the amount to be reimbursed. Notwithstanding any determination by the state or federal government that an employer /employee or master /servant relationship exists, the Contractor, its officers, employees and agents, shall not be entitled to any benefits which Cowlitz County provides to its employees. 5. No Guarantee of Employment. The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 6. Regulations and Requirements. This Agreement shall be subject to all federal, state and local laws, rules, and regulations. 7. Right to Review. This contract is subject to review by any federal or state auditor. The County shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County Project Manager. Such review may occur with or without notice, and may include, but is not CIT -CYP 14 -16 (1) 7 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for six (6) years after contract termination, and shall make them available for such review, within Cowlitz County, State of Washington, upon request, during reasonable business hours. 8. Modifications. Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 9. Termination for Default. If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. Mail, postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract. Any extra cost or damage to the County resulting from such defaults) shall be deducted from any money due or coming due to the Contractor. The Contractor agrees to bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the. . Termination for Public Convenience paragraph hereof. 10. Termination for Public Convenience. The County may terminate the contract in whole or in part whenever the County determines, in its sole discretion that such termination is in the interests of the County. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 11. Termination Due to Insufficient Funds. If sufficient funds for payment under this contract are not appropriated or allocated or are withdrawn, reduced, or otherwise limited, the County may terminate this contract upon thirty (30) days written notice to the Contractor. No penalty or expense shall accrue to the County in the event this provision applies. 12. Termination Procedure. The following provisions apply in the event that this Agreement is terminated: a. The Contractor shall cease to perform any services required hereunder as of the effective date of termination and shall comply with all reasonable instructions contained in the notice of termination, if any. b. The Contractor shall provide the County with an accounting of authorized services provided through the effective date of termination. c. If the Agreement has been terminated for default, the County may withhold a sum from the final payment to the Contractor that the County determines necessary to protect itself against loss or liability. 13. Defense and Indemnity Agreement. The Contractor agrees to defend, indemnify and save harmless the County, its appointed and elected officers, agents and employees, from and against all loss or expense, including but not limited to claims, demands, CIT -CYP 14 -16 (1) 8 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, his /her subcontractors, its successor or assigns, or its or their agent, servants, or employees, the County, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its appointed or elected officials or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. The County agrees to defend, indemnify and save harmless the Contractor, its appointed and elected officers, agents and employees, from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the Contractor, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the County, its subcontractors, its successor or assigns, or its or their agent, servants, or employees, the Contractor, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the Contractor, its appointed or elected officials or employees. It is further provided that no liability shall attach to the Contractor by reason of entering into this contract, except as expressly provided herein. The Cowlitz Tribe hereby authorizes a limited waiver of sovereign immunity from suit to establish its liability, if any, and granted only to Cowlitz County and arising under this agreement, and to defend, indemnify and save harmless the County by reason of any and all claims and demands, as set forth above. This limited waiver of immunity is limited only to the provisions of this agreement, and shall terminate consistent with the termination of this agreement and shall not be construed as extending to any other individuals, governmental entities or third parties. Venue for any action filed under this waiver of immunity shall be in the Superior Court of Cowlitz County. The Tribe's governing body shall formally ratify this limited waiver in accordance with Tribal law and policies. 14. Industrial Insurance Waiver. With respect to the performance of this Agreement and as to claims against the County, its appointed and elected officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, as now or hereafter amended, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. Along with the other provisions of this Agreement, this waiver is mutually negotiated by the parties to this Agreement. 15. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action shall be in the courts of the State of Washington in and for the County of Cowlitz. This Agreement shall be governed by the law of the State of Washington. 16. Withholding Payment. In the event the County Project Manager determines that the Contractor has failed to perform any obligation under this Agreement within the times set CIT -CYP 14 -16 (1) 9 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the County Project Manager determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than ten (10) days after it determines to withhold amounts otherwise due. A determination of the County Project Manager set forth in a notice to the Contractor of the action required and /or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provision of the Disputes clause of this Agreement. The County may act in accordance with any determination of the County Project Manager which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to the Contractor by reason of good faith withholding by the County under this clause. 17. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available bylaw. 18. Contractor Commitments, Warranties and Representations. Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. 19. Patent /Copyright Infringement. Contractor will defend, indemnify and save harmless County, its appointed and elected officers, agents and employees from and against all loss or expense, including but not limited to claims, demands, actions, judgments, settlements, attorneys' fees and costs by reason of any and all claims and demands upon the County, its elected or appointed officials or employees for damages because of the Contractor's alleged infringement on any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County, its appointed and elected officers, agents and employees in any action. Such defense and payments are conditioned upon the following: a. That Contractor shall be notified promptly in writing by County of any notice of such claim. b. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County. 20. Disputes: a. General. Differences between the Contractor and the County, arising under and by virtue of the contract documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. The records, orders, rulings, CIT -CYP 14 -16 (1) 10 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C instructions, and decision of the County Project Manager shall be final and conclusive thirty (30) days from the date of mailing unless the Contractor mails or otherwise furnishes to the County Project Manager a written notice of appeal. The notice of appeal shall include facts, law, and argument as to why the conclusions of the County Project Manager are in error. In connection with any appeal under this clause, the Contractor and County shall have the opportunity to submit written materials and argument and to offer documentary evidence in support of the appeal. Oral argument and live testimony will not be permitted. The decision of the County Project Manager for the determination of such appeals shall be final and conclusive. Reviews of the appellate determination shall be brought in the Superior Court of Cowlitz County within fifteen (15) days of mailing of the written appellate determination. Pending final decision of the dispute, the Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision rendered. b. Notice of Potential Claims. The Contractor shall not be entitled to additional compensation or to extension of time for (1) any act or failure to act by the County Project Manager or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. c. Detailed Claim. The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. 21. e+ r =,ud —A1d w+t+ ga ass-- datzas rrnr- rnr^! htr fhr_> (`nn•kr a nfnr rrnrn-rn y, ,., { ar.ln nrn nhenlr i +o r rnr tar +i of +he (``nr rn +J r-rcm r['ni i -Cii s- rir' tr- r ru- vxrrcrc- rs.cjcrrcrcc —rapU ise d in r`r.rlarnl - nrl /nr c+-+ t lte'ra4- pre e - laws- -a-Cen tt- meter -a d1 +ts -a e. kaa- u- se--rig#ts +n--#e -warms Ownership of Items Produced and Public Disclosure. All writings. programs data art work, music, maps, charts, tables, illustrations records or other written, graphic, analog or digital materials prepared by the Contractor and /or its consultants or subcontractors in connection with the performance of this Agreement shall be the sole and absolute property of the County and constitute "work made for hire' as that phrase is used in federal and /or stage intellectual property laws and Contractor and /or its agents shall have no ownership or use rights in the work.xoept as to data or information in the public CIT -CYP 14 -16 (1) 11 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C domain or previously known to Contractor or required to be disclosed by law, subpoena or other process, the following shall apply: a. Correspondence, ernails, reports and other electronic or written work product will be generated between the Contractor and County during the course of this Contract. This Contract and such work product in the possession of Contractor may be deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW (Public Records Act). Thus, the County shall be required, upon request to disclose this Contract and all documents related to it unless an exemption under the Public Records Act or other laws applies. Contractor shall fully cooperate with and assist the County with respect to any request for public records received by the County related to the services performed under this Contract. b. Should Count receive a request for disclosure, County agrees to provide Contractor ten (10) days written notice of impending release, and to cooperate with any legal action which may be initiated by Contractor to enjoin or otherwise revert such release. provided that all expense of any such litigation shall be borne by Contractor, including damages, attorney's fees or costs awarded by reason of having opposed disclosure, and further provided that County shall not be liable for any release where notice was provided and Contractor took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to Contractor according to the "Notice" provision herein. If the Contractor has not obtained an injunction and served the County with that injunction by the close of business on the tenth business day after the County sent notice, the County will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Contractor must not take anv action that would affect (a) the County's ability to use goods and services provided under this Contract or (b) the Contractor obligations under this Contract. The Contractor will fully cooperate with the County in identifying and assembling records in case of any public disclosure request. Contractor's failure to timely provide such records upon demand shall be deemed a material breach of this Contract. To the extent that the County incurs any monetary penalties, attorneys' fees, and /or_ any other expenses as a result of such breach, Contractor shall fully indemnify and hold harmless County as set forth in Section 13. For purposes of this section, the terms "public records" and "agency" shall have the same rneanincl as defined by Chapter 42.56 RCW, as said chapter has been construed by Washington courts. The provisions of this section shall survive the expiration or termination of this Agreerent. 22. Recovery of Payments to Contractor. The right of the Contractor to retain monies paid to it is contingent upon satisfactory performance of this Agreement, including the satisfactory completion of the project described in the Scope of Work (Attachment A). In the event that the Contractor fails, for any reason, to perform obligations required of it by this Agreement, the Contractor may, at the County Project Manager's sole discretion, be required to repay to the County all monies disbursed to the Contractor for those parts of the project that are rendered worthless in the opinion of the County Project Manager by such failure to perform. Interest shall accrue at the rate of 12 percent (12 %) per annum from the time the County Project Manager demands repayment of funds. CIT -CYP 14 -16 (1) 12 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C 23. Project Approval. The extent and character of all work and services to be performed under this Agreement by the Contractor shall be subject to the review and approval of the County Project Manager. For purposes of this Agreement, the County Project Manager is: Name: Gena James Title: Plta r Human Services Manager Department: Human Services Address: 900 Ocean Beach Hwy, Suite 1 -B Longview, WA 98632 Telephone: (360) 414 -5599 ext 6454 E -mail: jamesg @co.cowlitz.wa.us Fax: (360) 501 -1207 In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the County Project Manager as to the extent and character of the work to be done shall govern subject to the Contractor's right to appeal that decision as provided herein. 24. Non - Discrimination. The Contractor shall not discriminate against any person on the basis of race, creed, political ideology, color, national origin, sex, marital status, sexual orientation, age, or the presence of any sensory, mental or physical handicap. 25. Subcontractors. In the event, that the Contractor employs the use of any subcontractors, the contract between the Contractor and the subcontractor shall provide that the subcontractor is bound by the terms of this Agreement between the County and the Contractor. The Contractor shall insure that in all subcontracts entered into, County is named as an express third -party beneficiary of such contracts with full rights as such. 26. Third Party Beneficiaries. This agreement is intended for the benefit of the County and Contractor and not for the benefit of any third parties. 27. Standard of Care. The Contractor shall perform its duties hereunder in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession as Contractor currently practicing under similar circumstances. The Contractor shall, without additional compensation, correct those services not meeting such a standard. 28. Time is of the Essence. Time is of the essence in the performance of this contract unless a more specific time period is set forth in either the Special Terms and Conditions or Scope of Work. 29. Notice. Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, any notices shall be given by the Contractor to the County Project Manager. Notice to the Contractor for all purposes under this Agreement shall be given to the person executing the Agreement on behalf of the Contractor at the address identified on the signature page. 30. Severability. If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 31. Precedence. In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal, state and local statutes, ordinances and regulations; b. Scope of Work (Attachment A) and Compensation (Attachment B); c. Special Terms and Conditions (Attachment D); and d. General Conditions (Attachment C). CIT -CYP 14 -16 (1) 13 of 14 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT C e. Any other material incorporated herein by reference. 32. Waiver. Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 33. Attorney Fees. In the event that litigation must be brought to enforce the terms of this agreement, the prevailing party shall be entitled to be paid reasonable attorney fees. 34. Construction. This agreement has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorably against either party. 35. Survival. Without being exclusive, Paragraphs 4, 71 13 -19, 21 -22 and 30 -35 of these General Conditions shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Paragraphs of this Agreement which, by their sense and context, are intended to survive shall also survive. 36. Entire Agreement. This written contract represents the entire Agreement between the parties and supersedes any prior statements, discussions or understandings between the parties except as provided herein. CIT -CYP 14 -16 (1) 14 of 14